Behind the Looking Glass
by sumomoplum335
Summary: "Silly boy," the voice was distinctly feminine and her playful tone hinted at sick amusement. "Getting caught in this web of lies and destruction. I bet you wish you were never affiliated with the Nightray family."
1. Chapter 1

Behind the Looking Glass

Elliot Nightray was in that place again. It was the large mansion that reeked death around every corner. He knew that if he looked up, he would find bloodstained walls and scorched, raggedly scattered bodies. He kept his eyes closed and his head lowered, willing himself to escape from the horrendous scene around him. But a sadistic laugh, (the noise bordering on insanity,) caused him to raise his head. He met the mismatched gaze of two distinctly different, red and gold eyes.

"It's not my fault," the boy in front of him whimpered. "It's…It's…" the boy's face contorted into a scornful grin. "They were meant to die."

His ghostly laughter made Elliot's skin crawl as the boy suddenly disappeared from view and he was forced to gaze upon the destruction before him. Distant burning firelight illuminated a hallway of distorted bodies; their cloaked murderers hovering above them with oozing red weapons. Elliot moved to bury his head in his hands and found a bloodstained knife clenched tightly in his right fist. Gasping, he dropped the sharp metal; backing away in a zombie-like horror.

"Why…" Elliot turned upon hearing the small cry to find a young girl lying amongst the carnage. Her silver hair was splayed wildly and her angelic white dress was torn and bloodied.

"Why." She repeated. "Why did you do this to us?"

Elliot took a step away from her. "What are you talking about? I didn't-" He jumped as a cold hand wrapped around his ankle. It was the body of a man whose legs had been torn completely off. The bloody stumps that remained gushed red as he used Elliot's ankle in attempt to pull himself up.

"How could you do this?" the man moaned, blood trickling from his mouth and eyes.

More and more mutilated bodies began dragging themselves toward Elliot. Their accusations stabbing him and trapping his escape.

"I didn't…" he shook his head vigorously. "This isn't my memory. I couldn't have…I…" The bodies closed in and he let out a horrified shriek.

Leo opened the door to Elliot's bedroom as quietly as he could. Despite his efforts, the old wooden door emitted a loud creak. Holding his breath, Leo waited for his master's angry reprisal for waking him. But when no angry remark came, he whispered, "Elliot are you awake? I thought I heard a noise in here."

Still there was no reply. Leo had turned to leave when he heard a quiet whimper from across the room. He slipped past the heavy wooden door, closing it behind him. He neared the bed to find Elliot tossing and moaning in a mass of tangled sheets.

A wave of pity rushed through Leo as he realized that Elliot was ensnared in another indescribably frightening nightmare.

"Elliot…" he whispered, his hand reaching to caress the boy's sweaty forehead but he stopped himself.

Elliot suddenly jerked unnaturally in his sleep, emitting a bloodcurdling scream. The animalistic noise sent shivers down Leo's spine. He stood by the bed helplessly, trying to restrain his master's violent thrashing.

Elliot lurched forward, gasping for air and thankfully opening his eyes. His vision was blurry and his body shook in a cold sweat. Several minutes passed before he noticed Leo hovering uncertainly by the bed.

"What are you doing in here?" he tried to growl at the boy, but Leo could tell fear had tainted the bite in his words.

"I came to open the windows for you master," he replied nonchalantly. "It's a very hot night and I assumed you would be working up a sweat." He hated lying to Elliot but Leo knew if he told his master about overhearing his night terrors the boy would become angry. He didn't think the boy could handle any more emotion at this point.

"I'm fine," Elliot said curtly, but it was clear he was far from okay. This dream seemed to have shaken him even more than the others. "You can go now," he dismissed the boy with a shaky hand.

Leo started to leave, but hesitated. He knew that under Elliot's tough act, the boy was on the edge of a breakdown. He couldn't leave him at a time like this. "Master," he stalled, "are you feeling well? You seem rather ill." He reached to touch Elliot's flushed forehead but the silvery-brown haired boy flinched away from the contact.

"I said I'm fine you idiot!" Elliot yelled angrily. "You stu-"

"You had another nightmare," Leo cut him off, surprised at how easily the words had slipped out. Elliot's face turned red in either anger or embarrassment.

"Want to talk about it?" Leo asked softly.

"You're the last person I would talk to!" Elliot roared. "Leave me the hell alone!" He turned to lie on his side, facing away from Leo.

Leo had learned long ago to ignore the stubborn boy's hurtful way of lashing out. He stared at Elliot's trembling back, grateful that his thick glasses hid his worried expression. His concern would only upset Elliot even more. He stood by the bed for a long time, knowingly waiting for Elliot's temper to cool. Then he left the room and returned with a cool washcloth and glass of water.

Elliot had moved to curl in the fetal position and was trembling fiercely. Leo set to work. He placed the damp cloth over Elliot's bloodshot eyes and pushed the boy into a sitting position. Despite Elliot's growls of protest, Leo succeeded in getting him to drink a few gulps of water. Once Elliot's tremors began to decline, Leo pulled back the white sheets and crawled into bed next to him. They sat for a long time in eerie silence, only briefly interrupted by Elliot's slight trembling and heavy breathing.

"I was in the Tragedy of Sabrie from 100 years ago."

Leo was startled; hearing Elliot's voice whom he was sure had fallen asleep by now.

"I was one of the Baskervilles," Elliot continued. "I killed so many people…" his voice cracked with pain.

Leo said nothing. He was at a complete loss for words.

"Leo?"

"Yeah, I'm here," he replied, still searching for the right thing to say. He could sense Elliot's tension in waiting for him to answer. "It wasn't your fault," he said finally. "After all, it was just a dream, and that wasn't even your memory."

The all too recent remembrance of him shouting those words to the relentless bloodied bodies made him shudder. And the way that girl had looked at him… Her eyes were different from the others. They seemed more sad than accusing; as if she wanted him to end her suffering. It was as if she could reach through his chest and pull out his heart, leaving him cold and open for the world to see.

"I thought I was the last person you would tell your dreams to," Leo sarcastically interrupted his thoughts. He hated to admit it, but Elliot's words had hurt him a little.

"Of course you are!" Elliot snarled, gladly taking Leo's bait for a subject change. "I wouldn't have said anything about the dream if I knew you were going to get all whiny about it. God Leo, sometimes you're such a…" he trailed off, searching for the proper insult. He turned to the dark haired boy, finding no expression on his face.

"Then why did you tell me?" he asked plainly.

"Because you're the only goddamn one that..." Elliot had meant his words to be harsh but the unsaid ending left him baffled. He hated how he always seemed at a loss for words in response to Leo's cunning remarks. _He's the only what?_ Elliot wondered what he had been about to say. _The only one I can talk to? Who understands me?_ The words sounded cheesy and unnatural.

He coughed uncomfortably. "I'm going to go take a shower."

"You should stay and rest a bit longer," Leo advised. "I think you may have contracted a fever."

Elliot muttered something unintelligible and stood up, swaying as the room spun around him. Leo caught his arm and steadied him, surprised at how muscular Elliot had gotten.

His master pushed him off roughly and headed towards the bathroom. He glanced back over his shoulder, finding all traces of Leo's expression hidden frustratingly behind his thick glasses.

"You should take off your glasses sometimes." Elliot's tone was surprisingly soft. "It's easier to tell what you're thinking that way." He turned and stalked out of the room, leaving Leo red and confused.

"Elliot…" Leo blushed fiercely. Since when had his master become so strong? Elliot had never been scrawny, but his slight build seemed to have increased quite a bit lately. _Though that boy never ceases to worry me _Leo thought with a sigh. Elliot hadn't been eating and the nightmares were becoming more and more frequent as well as terrifying. He sighed again, needing a distraction. Leo crawled out of bed and headed towards his favorite room, knowing Elliot would find him when he was done showering.

Once Leo entered the piano room, he felt a deep sense of calm and relaxation rush through him. Elliot had never cared for the Nightray's luxurious lifestyle, but had invested quite a bit in his music. The room was simple, with wooden floors and bare walls, but in the center stood a shining grand piano. Moonlight filtered through the stained glass windows, creating shimmering patterns on the ghostly white keys, beckoning Leo forward. He sat on the familiar wooden bench and flipped through Elliot's music. He stopped when he reached the flawlessly handwritten piece of sheet music. The fancy swirling letters at the top read "Lacie." Leo remembered the countless hours he and Elliot had worked tirelessly over the masterpiece. Elliot was a perfectionist when it came to his music and had re-written the song over twenty times. His fingers worked mechanically over the keys as his gaze settled on the title. Leo remembered that after a particularly horrifying nightmare, he found Elliot writing the name over and over in psychotic determination all over his precious sheet music.

Leo paused; his right hand still hovering over the keys. He took off his glasses and stared into the thick lenses. Elliot's remark about them still played in his mind. He blushed at the memory and shook his head.

"I've worn these to hide my emotions ever since I was little. I never would have thought-" his sentence was cut short as a figure emerged from the darkness behind him. His surprised yelp was smothered by two thin, pale hands. A sickeningly sweet scent overwhelmed him as the figure's long hair brushed his face. The person knelt beside him and gave a quiet chuckle.

"Silly boy," the voice was distinctly feminine and her playful tone hinted at sick amusement. "Getting caught in this web of lies and destruction. I bet you wish you were never affiliated with the Nightray family."

She pressed her lips against his, forcing Leo's mouth open. The sweet scent overwhelmed him as he tried to pull away without success. The room spun and his vision faded. The last thing he saw were his glasses perched atop the piano. The moonlight glinted across the looking glass lenses that were forever unable to convey his feelings.


	2. Chapter 2

**Hey guys! This time I remembered to put what I wanted to say before I added it to . Sorry it took me so long to post the next chapter! If you haven't guessed, I'm a bit of a procrastinator. Please, please review, rate, etc. You're advice is what makes me a better writer and convinces me to continue the story!**

**Disclaimer: I do not own Pandora Hearts or the poem used in here. Credit for the poem goes to Lewis Carroll, author of Alice in Wonderland. **

Leo could hear loud, gruff voices arguing nearby but couldn't find the strength to open his eyes. He strained to hear the heated conversation, but could not make any sense of the words in his jumbled mind.

The room pitched and rolled around him as he struggled to lift his head. A metal clinging noise that accompanied his movement caught Leo's attention. With great effort he opened his eyes, squinting in the sudden onslaught of light. As his eyes adjusted, Leo surveyed the small, dank room with blurry vision. He already had begun to miss his glasses.

He was underground judging by the dirt walls and floor. There was nothing in the area except fire-lit torches and a few crates and barrels pushed up against the far wall. Blocking the only passage in and out of the room were two men arguing loudly over a card game on a makeshift crate table. They each sat on barrels as seats and lit their game with a lone, white candle. They wore red cloaks that covered their faces, revealing only matching ornate tattoos on mirror sides of each other's faces.

Leo gasped as the reality of where he was came crashing down on him. The movement made another loud clinging noise and he discovered that he had been chained by his arms to the wall. Another chain connected to the twisted piece of metal wrapped around his neck, making it painful to turn his head.

In most cases, logic was the main appeal to Leo in dangerous situations and at the moment, his logic told him to keep quiet and wait for rescue. But he also knew that he and Elliot had only scraped by in their last encounter with the Baskervilles, due to their sudden ally with Oz Bezarius. Leo knew that the only person crazy enough to come charging after him would be Elliot, and he could not risk the chance of his master being harmed.

He started to struggle; frantically trying to pull his thin wrists from the metal cuffs that imprisoned him. Blood began to bead at his wrists and trickle down his arms but he continued his attempt to escape. _I can't let Elliot get hurt because of me,_ he thought desperately.

The clinking of the metal chains interrupted the arguing Baskervilles and they turned to face the struggling, shaggy-haired boy. A broad grin crept across one of the men's face. He let his hood fall back, revealing spiky, silvery-red hair and long golden earrings.

"So, you're awake now eh?" He walked over to Leo and slapped him roughly across the face. "Rise and shine buttercup!" He chuckled in amusement.

Leo spit out the blood pooling in his mouth and turned to glare hatefully at the blurry image of the man in front of him.

"Seems like ol' Elliot's got you into a fitful of trouble once again," the man continued.

Leo's hate was automatically replaced with confusion and concern. "What does this have to do with Elliot?" His voice sounded unintentionally weak and faraway.

The man was about to reply when a voice interrupted from the distance.

"Now, now, there's no need to go telling the boy all of our plans."

Leo could barely make out a thin, blurry shadow in the distance, but as the figure moved closer, he gasped at the familiarity of her features.

The woman had strawberry pink hair that framed her pale face and matched her fierce, glowing eyes. Her movements were light and carefree; matched with a childlike, bubbly laughter that seemed to bounce off the walls. She too, wore the traditional cloak of the Baskervilles, but kept the hood down and off her shoulders. As she moved closer, Leo could make out the familiar, impossibly sweet scent that seemed to surround her.

"Lotti," Leo breathed, remembering the terror she had caused him and his master.

She responded with an excited, high pitched giggle. "You remember me! How thoughtful!" She skipped quickly over to him, crushing his head against her chest as she pulled him into a tight hug. The movement caused the metal to dig deeper into Leo's neck, drawing a thin line of blood, but he remained silent.

"Now, as I was saying," Lotti began petting Leo's head, clutching him even closer to her. "There's no need for you to know about our plans. All that you need to do is help us retrieve our little lost song bird."

"Song bird!" The spiky-haired man scorned. "More like a ferocious beast if you ask me!"

"I haven't the slightest clue what you are talking about!" Leo interjected sharply. "And even if I did, what makes you think I would help the likes of you!" He tried to pull his head away from Lotti but she gripped his hair tightly, ripping out a few silky black strands in the process.

"Ssssh," she soothed, calmly placing a finger to his lips. "You don't have to worry that pretty little head of yours. Just be a good little boy and do as we tell you." She glanced over her shoulder, "Zwei! Come out here and bring Doldrum!"

The cloaked Baskerville entered the room followed closely by her chain. The chain resembled a beautiful young woman whose limbs were tied in thin strings like a marionette. Its eyes were covered with a black cloth, yet it moved with a doll-like grace over to Leo.  
Leo's mind was racing in a panicked confusion. He had no idea what the Baskervilles wanted from him. Or more importantly, what any of this had to do with Elliot. As the cloaked figures moved in closer, a realization flitted through his head. He didn't know how or why, but the Baskervilles wanted him to hurt Elliot.

"No!" He howled, pulling roughly at the chains that bound him. But it was too late; he was already just another chess piece placed carefully on the board of the Baskervilles destruction.

Elliot sighed, leaning against the tile wall as he let the hot water wash the fear from his aching body. His dreams seemed to have been progressively more and more terrifying lately but this one was the worst. The blood and stench of murder were common, as well as the familiar scene of destruction, yet the bodies had never spoken to him before. Let alone blamed him for the horrifying acts that the Baskervilles had committed. He shivered despite the scalding hot water. What had shaken him the most about the dream was that he did feel responsible for the Tragedy of Sabrie when he had never been there in the first place. The weight of meaningless guilt was enough to worry about, but he was also alarmed at the remembrance of a particular shadow. **Something** had been behind him the entire dream. He'd noticed the ghastly shadow of a creature reflected in the distant firelight when the boy with mismatched eyes first confronted him.

Elliot felt the tremors of fear course through his body and he slid down the wall, no longer able to stand. He curled into the corner shaking. The truth that he'd been unable to admit to himself was that he'd seen the creature before. It had appeared once before in one of his recurring nightmares. He had been unable to make out more than a horrifying, bird-like silhouette that seemed to follow him as if it were his own shadow. At the time Elliot thought nothing of it, but lately he had begun to see it even when conscious.

The dark figure seemed to loom everywhere he went. It tormented Elliot and he found it harder to eat, socialize, or even leave his room under the watchful eye of the hideous creature.

Elliot could tell Leo was concerned about his recent odd behavior and it angered him that he couldn't seem to explain why he had been acting strangely to the boy. Every time he tried to mention the beast, his words got caught in his throat. Leo had enough to worry about with his nightmares causing the boy to fuss over him like a concerned mother.

"I don't need him thinking I've had a complete breakdown and started seeing things on top of that," he said aloud.

A low, throaty chuckle sounded about the room as if in reply. Elliot froze.

"Do you honestly believe that you conjured me up in your imagination boy?" the deep voice laughed.

Elliot looked frantically around the washroom for the source of the noise but found none. His eyes landed on his shadow, mimicking his fearful crouch in the corner. Then **it moved.** His shadow stretched as if reaching away from him, then tilted its head back in a gesture of agony as a wing exploded from the shoulder blade. Elliot watched, frozen in fear as the shadow twisted painfully and another wing stretched up across the tile wall. The shadow continued writhing and twisting as its features changed. Feet became talons, hair became wild, jutting bone, and the head stretched to accumulate a wide, sharp beak.

Elliot gazed upon the beast in frozen horror, yet a poem that Leo had once read to him kept repeating in his mind.

_'Twas brillig, and the slithy toves  
Did gyre and gimble in the wabe;  
All mimsy were the borogoves,  
And the mome raths outgrabe._

"Beware the Jabberwock, my son!  
The jaws that bite, the claws that catch!  
Beware the Jubjub bird, and shun  
The frumious Bandersnatch!"

"Jabberwocky," he whispered, still entranced by the horrific sight in front of him. "But how-"

"Do you know who I am?" the beast finished for him. "For you to understand that we must go back one hundred years ago; to a time when you and I rained beautiful destruction upon the land of Sabrie."

"No," the word came out in a quiet moan. "I didn't do anything," Elliot clutched his head, "I wasn't even there!" he screamed in defiance to the shadow.

The Jabberwocky shook its head and laughed quietly. The sound was hollow and melancholy. "Ah but you were, and it's time you once again gazed upon the tragedy of our doing." The shadow reached down, clamping its sharply taloned foot around Elliot's leg.

Adrenaline suddenly rushed through Elliot and he unfroze from his state of shock. He began to struggle as the Jabberwocky pulled him closer to the wall. He glanced up to see that the tile had disappeared, revealing a large, purplish-black hole. Elliot fought to push the hideous beast away but he felt himself slide on the slick shower surface. Suddenly he felt the weight of a heavy metal sword in his hand. With no time to wonder how it had gotten there, Elliot slashed at the talons clamped onto his ankle.

With an earsplitting screech, the Jabberwocky let go. The toe Elliot had cut hung mangled from its foot as it retreated into the closing hole.

Elliot tried shakily to stand but slipped, carelessly banging his head on the shower faucet he'd neglected to turn off. The sword slipped from his hand as he crashed to the floor. For once he was grateful for the darkness that soon entombed his frantic mind.


	3. Chapter 3

_He took his vorpal sword in hand:  
Long time the manxome foe he sought -  
So rested he by the Tumtum tree,  
And stood awhile in thought._

_And, as in uffish thought he stood,  
The Jabberwock, with eyes of flame,  
Came whiffling through the tulgey wood,  
And burbled as it came!_

_One, two! One, two! And through and through  
The vorpal blade went snicker-snack!  
He left it dead, and with its head  
He went galumphing back._

Elliot opened his eyes as his body was assaulted by icy water. He sat up slowly, allowing the cold to pull his mind from its foggy haze. _'The shower water must have run cold when I was passed out,' _he thought. _'I wonder why Leo hasn't come looking for me.'_

Elliot ran his hand through his hair and pulled it back to find it covered in sticky red blood. The events of his previous battle came rushing to his mind. He stood quickly, backing in alarm to the far wall of the shower. But as he surveyed the area, he found no trace of the Jabberwocky, or the sword he'd used to repel the monster. Elliot quickly washed all remnants of blood from his hair and left the bathroom. He numbly dressed himself, unable to comprehend the battle as reality or just another dream. _'I need to see Leo.'_ The boy always seemed to have a calming effect on Elliot. Leo was the only one who could drag him back from the twisted nonsense of his life to face the real world.

As he made his way down the dimly lit hallway, Elliot caught sight of his shadow on the wall and the hairs on the back of his neck rose. The black mirror image seemed to have returned to normal but the memory of its transformation made him tremble. He quickened his pace; practically running to the piano room, where he assumed his servant would be.

Elliot pushed open the Oakwood door, and in finding the room empty, paused to catch his breath. When his breathing returned to normal, the silver-haired boy crossed the room to place his hand on the shining grand piano. He noticed that the sheet music on the piano ledge had been flipped through. Leo had been playing "Lacie." _'Funny, the song usually drove Leo crazy after hearing it for endless hours while we were composing it.' he thought. _Goosebumps rose on Elliot's arms as he remembered where "Lacie" had come from. The melody was always playing in the background of his dreams, always dancing on the tip of his unconscious mind. Sometimes he'd wake from a nightmare only to have the song playing torturously and incessantly in his head. He and Leo had spent nearly two months perfecting the notes; writing and re-writing the song until it matched the haunting melody in his head. Finally, when he'd managed to write the perfected song on paper, its tantalizing tune mercifully disappeared from his head. When Leo asked him what they would call the piece, Elliot automatically answered "Lacie."

"Who is Lacie?" Leo questioned.

"I don't know," Elliot had replied. "It just fits."

A small glint of light caught Elliot's eye and pulled him from his thoughts. It was Leo's glasses, perched next to his pile of sheet music. His last words to the boy flashed through his mind. "You should take off your glasses sometimes; it's easier to tell what you're thinking that way." He blushed and shook his head. "What am I thinking? I need to go find Leo."

He turned around to come face to face with the dark-haired servant. He jumped in surprise, then felt relief wash over him in recognizing the boy's familiar blank expression. Before he realized what he was doing, Elliot reached out and pulled the boy into a tight hug. Leo remained stiff for a moment, then Elliot felt his hand creep around him and hug back. They stood in an awkward, silent embrace for several minutes before he noticed Leo shaking in his arms. He pulled the scrawny boy closer, inhaling his sweet, minty scent.

"No…" the words came out in a weak protest from Leo as he struggled to lean away from his master.

Elliot pulled the boy back, holding him at arm's length and staring into Leo's teary brown eyes.

"Please, Elliot…" the boy struggled to speak. "Please, go away."

"Why?" the silver-haired boy grasped Leo's shoulders tightly, as if he would pull away any moment.

The boy was crying harder now. "Elliot, go! Leave me alone…Go away, go away!" he sobbed.

"Look…Leo, I'm sorry about what I said earlier," Elliot began. "You're the only one I can and have ever told my dreams to…You're the only one I can really trust," he admitted.

Leo stepped back, causing his master to drop his arms. "Please," Leo begged, but he could already feel the strings he'd broken for only a minute begin to wind their haze around his mind and body. His expression turned from grief-stricken to blank and emotionless as he stepped closer to the taller boy.

Elliot was looking at the floor and shifting his weight from foot to foot. "Leo…" he looked up. Violet eyes met a dazed brown. "I…"

Leo stepped foreword, drawing a dagger from his belt. In the grace of one swift movement, he plunged the weapon into his beloved master.

Violet eyes widened in shock, as the pale boy staggered backwards from the attack.

Leo felt Doldrum release her grip on the strings. As the haze cleared his mind, and his limbs loosened, reality struck and he realized what he'd just done. "Elliot!" he screamed. He caught the boy's terror and pain filled eyes just as his master fell to the hardwood floor. Blood rapidly stained the boy's white, button up shirt and pooled onto the floor.

Leo dropped his dagger and stared at his shaky, bloodied hands before letting out another tortured cry. "ELLIOT!"

**Disclaimer: I do not own Pandora Hearts or the poem used in here. Credit for the poem goes to Lewis Carroll, author of Alice in Wonderland. **

**The procrastination bunnies strike again! Yes, I know it has been frickin FOREVER since I've updated this story, but for once I had a reason! I have never read the Pandora Hearts manga series (only watched the anime which was awesome,) but I recently found that my story is very similar to what actually happens in the manga. I was afraid people would think I was copying the original storyline, so I discontinued the fanfiction. However, I kept getting favorite alerts and story reviews asking me to continue so I decided what the hell! I'm just SO genius that I may have predicted the story on my own! (Actually, I really don't know what happens so if anyone knows, please send me a message and let me know!) The only problem is, I had this chapter and another half already written, but I don't really remember where I was going from that point. But I will try to work on it ASAP! **

**Thank you all for your comments, reviews, favorites etc. I only continued this story because your enthusiasm kept me going! Please continue to help lift my spirits with your wonderful thoughts and help me finish the story!**


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